The Advisors' Blog

This HLS Blog post from DragonGC summarizes the results of their recent analysis of engagements conducted and disclosed by 24 Fortune 1000 companies that had sub-optimal say-on-pay outcomes in 2024. They found that engagement centered on:

Changes in practices

– Changes in board oversight
– Change in peer group
– Changes to performance metrics
– Eliminate use of one-time awards

Refining targets

– Stretch targets
– Longer measurement period
– Use TSR modifier
– Caps on CEO
– Caps on perquisites

Adjustments

– Adverse corporate developments
– Litigation-related adjustments

Say-on-pay improvements in 2025 following these engagement disclosures ranged widely — from 5% to 67%. The blog lists specific companies that addressed these issues and links to the relevant disclosure in their proxy statements, if you’re looking for samples.

– Meredith Ervine